1. DEFINITION OF TERMS
Business Manager.co.uk Limited trading as Builders Manager.com – 147a Brighton Road, Coulsdon, Surrey, CR5 2NJ
The Client - the entity which enters into a contract with Business Manager.co.uk Limited
Domain Name - the root address of a website, e.g. www.website.com. All such names must be registered with the appropriate naming authority.
Downtime - time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host - the company on whose system the Website physically resides.
Link, Hyperlink - a 'clickable' link embedded on a web page which may take the form of a graphic or text.
Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website - a collection of web pages and associated code which forms an integrated presence.
The Work - the subject matter of the contract between the Client and business manager.co.uk limited.
2 FEES
2.1
Fee Payable
The fees are payable monthly depending on the package subscribed to.
2.2
Subscription Period
The minimum period of subscription is at least 12 months. After the first 12 months cancellation of this subscription will require 28 days written notice. Business Manager.co.uk limited reserves the right not to begin the Work until the first subscription payment has been paid in full. This fee will normally include the initial cost of domain name registration and the hosting setup fee. The Client / Business Manager.co.uk limited may terminate the contract subject to the Clause 6.1 / 6.2 Right to Terminate for the Client / Right To Terminate For Business Manager.co.uk limited.
3. DISCLAIMERS
3.1
Third Parties
Business Manager.co.uk limited can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although Business Manager.co.uk limited will endeavour to ensure that Website downtime is kept to a minimum.
3.2
Maintenance and Correction of Errors
Errors (both technical and typographical) attributable to Business Manager.co.uk limited will be corrected free of charge, but Business Manager.co.uk limited reserves the right to charge a reasonable fee for correction of errors for which Business Manager.co.uk limited is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Business Manager.co.uk limited by the Client.
3.3
Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4
Consequential Loss
Under no circumstances will Business Manager.co.uk limited be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its website. The Client should ensure that data on their site is regularly backed up, secure and that a contingency plan is in place to minimize possible losses as a result of software failure. Business Manager.co.uk limited do not advise acting or using any information or downloads contained in this website or other information provided by Business Manager.co.uk limited.
3.5
Status and Duration of Offers
Proposals and offers are usually valid for a period of one month from the date issued. Business Manager.co.uk limited is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired. Offers are normally for one item only per client and may be redeemable upon collection of a first subscription payment. Many offers will be applied when the first payment has been received by the client. Business Manager.co.uk limited reserve the right to withdraw any offer at any time.
3.6
Search Engine Listings / Advertising Directories
Business Manager.co.uk limited does not guarantee listings on Search Engines / Advertising Directories and the Client accepts that it is Search Engines / Advertising Directories and not Business Manager.co.uk limited who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Business Manager.co.uk limited does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly. Business Manager.co.uk limited tries to ensure that advertising directories do not use the client’s details for marketing purposes etc. however this can not be guaranteed. The client gives permission for Business Manager.co.uk limited to submit their details to various advertising and search engine directories.
4. COMPLETION OF WORK AND PAYMENT
4.1
Completion of Work
Business Manager.co.uk limited warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Business Manager.co.uk limited will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Business Manager.co.uk limited will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
4.2
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Business Manager.co.uk limited, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to Business Manager.co.uk limited as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and any further alterations to websites and stationery etc. will be charged at £20 per hour.
4.3
Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Business Manager.co.uk limited to remedy any points reported by the Client as unsatisfactory, and Business Manager.co.uk limited considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Business Manager.co.uk limited can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.4
Remedies for Overdue Payment
If payment has not been received by the due date, Business Manager.co.uk limited has the right to suspend our subscriptions / work for the Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Business Manager.co.uk limited has the right to replace, modify or remove the Website and revoke the Client's licence until full payment has been received. By revoking the Client's licence of the Work or removing the web site from the Internet, Business Manager.co.uk limited does not remove the Client's obligation to pay any outstanding monies owing. Any undercharges for packages will be charged for.
5. INTELLECTUAL PROPERTY
5.1
Offers and Proposals
Offers and proposals made by Business Manager.co.uk limited to potential clients should be treated as trade secrets and remain the property of Business Manager.co.uk limited. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Business Manager.co.uk limited. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material for Business Manager.co.uk limited for inclusion on the Website. The conclusion of a contract between Business Manager.co.uk limited and the Client shall be regarded as a guarantee by the Client to Business Manager.co.uk limited that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil offence. By agreeing to these terms and conditions, the Client removes the legal responsibility of Business Manager.co.uk limited and indemnifies the same from any claims or legal actions however related to the content of the Client's site. Logos and graphics may only be used whilst subscribed and fully paid up to Business Manager.co.uk limited. Logos and graphics may be subject to removal at any time.
5.3
Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Business Manager.co.uk limited, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party. It is the responsibility of the client to ensure that domain names are renewed on time etc. Business Manager.co.uk limited will not be responsible for advising clients when they should renew domain names.
5.4
Licensing
Once Business Manager.co.uk limited has received an initial standing order payment and the Work has been approved by the Client in accordance with Clause 4.2 hereof, the Client will be granted a licence to use the Website and its contents for the period of time that the client is subscribing to Business Manager.co.uk limited.
5.5
Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Business Manager.co.uk limited or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Business Manager.co.uk limited. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Business Manager.co.uk limited or their suppliers owns the copyright. Business Manager.co.uk limited acknowledges the intellectual property rights of the Client. Information passed in written form to Business Manager.co.uk limited, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. RIGHTS AND RESPONSIBILITIES
6.1
Right to Terminate for Business Manager.co.uk limited
Business Manager.co.uk limited reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable. Business Manager.co.uk limited does not undertake any work for businesses outside the United Kingdom. We reserve the right to refund any subscriptions paid and decline to act for any client.
6.2
Right to Terminate for the Client
The contract may be terminated no less than 12 months after subscription. After this 12 months it is the responsibility of the client to terminate the contract. If the client does not terminate the contract at this time the contract will continue on a month to month basis until the contract is terminated by either Business Manager.co.uk limited or the client.
6.3
Events Beyond the Control of Business Manager.co.uk limited
Business Manager.co.uk limited will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Business Manager.co.uk limited.
6.4
Supply and Pricing of Services
Business Manager.co.uk limited reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
7. INTERPRETATION
7.1
Jurisdiction
This Agreement shall be governed by the laws of England & Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Business Manager.co.uk limited and the Client. The said contract is void where prohibited by law.
7.2
Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3
Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.
Standard Terms and Conditions v3 - 31st March 2009 |